Steven M. Spurlock - 12 Nov 2021 Form 4 Insider Report for Amplitude, Inc. (AMPL)

Footnote F1

Conversion of a derivative security in accordance of its terms.

Footnote F2

Shares are held directly by Benchmark Capital Partners VIII, L.P. ("BCP VIII") for itself and as nominee for Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over the securities. Eric Vishria, a member of the Issuer's board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, Chetan Puttagunta, Steven M. Spurlock and Sarah E. Tavel are the managing members of BCMC VIII, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.

Footnote F3

Represents a pro-rata, in-kind distribution by BCP VIII and its affiliated funds, not for additional consideration, to its partners, including BCMC VIII and its respective members and assignees.

Footnote F4

Shares are held by Steven M. Spurlock's family partnership.

Footnote F5

Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $67.57 to a high of $67.85, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

Footnote F6

Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $68.65 to a high of $69.64, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

Footnote F7

Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $69.77 to a high of $70.765, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

Footnote F8

Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $70.775 to a high of $71.77 inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

Footnote F9

Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $71.8 to a high of $72.795, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

Footnote F10

Represents the weighted-average sale price per share of a series of transactions, all of which were executed on November 15, 2021. The actual sale prices ranged from a low of $72.8 to a high of $73.5, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Amplitude, Inc. or any security holder of Amplitude, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

Footnote F11

Shares are held by Matthew R. Cohler's trust entity.

Footnote F12

Shares are held by Peter H. Fenton's trust entities.

Footnote F13

Shares are held by Mitchell H. Lasky's family partnership.

Footnote F14

Shares are held by Mitchell H. Lasky's trust entity.

Footnote F15

Shares are held by J. William Gurley's family partnerships.

Footnote F16

Shares are held by J. William Gurley's trust entity

Footnote F17

Shares are held by Sarah Tavel.

Footnote F18

Shares held by An-Yen Hu's trust entity.

Footnote F19

Shares held by Chetan Puttagunta.

Footnote F20

The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will convert automatically into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions or (b) the date that is six months following the date on which none of the Issuer's founders is an employee or director of the Issuer (unless a founder has rejoined the Issuer during such six-month period).